Transfer by Pledge Clause Samples

Transfer by Pledge. The Pledgor and the Pledgor's Permitted ------------------ Transferees will not sell, assign, transfer or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber the Pledged Securities or any interest therein except as provided in the Employment Agreement and the Shareholders' Agreement. In the event of a sale, assignment, transfer or other disposition of or mortgage, pledge or other encumbrance of Pledged Securities pursuant to the Subscription Agreement or the Shareholders' Agreement, the Common Stock so sold, assigned, transferred or otherwise disposed of or mortgaged, pledged or otherwise encumbered shall remain subject to the provisions of this Stock Pledge Agreement and of the Shareholders' Agreement and the purchaser, assignee, transferee or other acquirer, mortgagee or pledgee shall agree in writing, in form and substance satisfactory to Holding, to be bound by all the terms of this Stock Pledge Agreement and of the Shareholders' Agreement with the same force and effect as if such transferee were a party hereto.
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Transfer by Pledge. No Shares shall be pledged or otherwise voluntarily encumbered unless the Board approves the pledge or other encumbrance. The Board shall have sole discretion to allow any Shares to be pledged for any purpose. If the Board approves a pledge of Shares, then the following procedure will be followed: (a) The Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Other Stockholders will receive at least sixty (60) days notice prior to any pledge or encumbrance of Shares specifying the person to whom the Shares will be pledged or otherwise encumbered, and the location at which the certificates representing the Shares will be held; (b) The Company, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Other Stockholders shall be provided, promptly upon execution by the pledging Stockholder, with copies of all security agreements relating to the pledged Shares and a summary of any oral agreements affecting the Shares, all as amended from time to time; and (c) The pledging Stockholder and the secured party under the pledge or encumbrance (including any trustees or agents for the secured party) shall execute and deliver an amendment to this Agreement in form and substance satisfactory to the non-pledging Stockholders and Company to the effect that (i) those persons agree to be bound by the terms of this Agreement, (ii) the secured party shall notify the Company and non-pledging Stockholders of the date, time and location of any foreclosure upon pledged or encumbered Shares at least sixty (60) days prior to the foreclosure, (iii) that any notice of foreclosure shall be deemed to be an offer by the pledging Stockholder to sell the pledged Shares to the secured party at the price established under Section 8.1 and on the terms described under Section 8.2, which offer shall entitle the Company and the non- pledging Stockholders to purchase the pledged Shares pursuant to Section 5.1, and (iv) if the Company and/or the non-pledging Stockholders elect to purchase the pledged Shares within the sixty (60) day period, the foreclosure shall not be held and the pledged Shares shall be sold and delivered by the pledging Stockholder and the secured party to the Company and/or the non-pledging Stockholders, as applicable, at the price and on the terms established in accordance with Sections 8.1 and 8.2 of this Agreement. If for any reason the pledged Shares are foreclosed upon, the foreclosure shall be considered an involuntary Transfer and the provisions of Article VI shall govern.
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Transfer by Pledge. No Membership Interest shall be pledged or otherwise voluntarily encumbered by any Member or his or her Spouse or Domestic Partner unless a Majority of the Directors approves such transaction, in their sole discretion. If, for any reason, any pledged Membership Interest is foreclosed upon, the foreclosure shall be considered an Involuntary Transfer and the provisions of Section 10.7 shall govern.
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Transfer by Pledge. No Shares may be pledged or otherwise voluntarily encumbered by any Shareholder unless the Board approves the pledge by a two-thirds vote of its members. The Board has sole discretion to allow Shares to be pledged for any purpose. If, for any reason, any pledged Shares are foreclosed on, the foreclosure will be considered an Involuntary Transfer and the provisions of section 5.1 below will govern.
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Related to Transfer by Pledge

  • Equity Pledge 2.1. As collateral security for the timely and complete payment and performance of all Contract Obligations, the Pledgor hereby pledges to the Pledgee a first security interest in all of the Pledgor’s rights, title and interests, whether now owned or hereinafter acquired by the Pledgor, in the Pledged Equity (the “Equity Pledge”). 2.2. The Pledgor shall have been or will be registered at the local branch of State Administration for Industry and Commerce (“SAIC”) as one of the shareholders of the Domestic Company holding his proportion of the equity interests in the Domestic Company as set forth in Recital (A) above and hold such equity interests free and clear of encumbrances except for the Equity Pledge as provided in this Agreement and/or as otherwise agreed by the Parties. 2.3. The Pledgor hereby undertakes that he will be responsible for recording the Equity Pledge on the register of equityholders (if any) of the Domestic Company on the date hereof or as soon as practicable from the date hereof, and will use his best endeavors to register the Equity Pledge with SAIC (the “Registration of Equity Pledge”). In the event the SAIC requires that the Registration of Equity Pledge be completed by using an equity pledge agreement between the Parties substantially in form stipulated by the SAIC, subject to Section 13.5, the Parties shall enter into an equity pledge agreement in such stipulated form (the “Registration Version”) and the Pledgor shall and hereby undertakes that he will use his best endeavors to register the Equity Pledge with SAIC by using the Registration Version. 2.4. During the term of this Agreement, the Pledgee shall not be liable in any way for impairment in value of the Pledged Equity, nor shall the Pledgor have any right to make any claims against the Pledgee for such impairment in value. 2.5. Upon the occurrence of any Breaching Event, the Pledgee shall have the right to dispose of the Pledged Equity in the manner set forth in Article 4 hereof. 2.6. Without the prior written consent of the Pledgee, the Pledgor shall not increase the registered capital of the Domestic Company by contributing additional capital, or allowing any third party to contribute additional capital to the Domestic Company. 2.7. Without the prior written consent of the Pledgee, the Pledgor shall not consent to the adoption of any shareholders’ resolution or by any other means permit the Domestic Company to declare or distribute any dividends or profits. 2.8. Without the prior written consent of the Pledgee, the Pledgor shall not enter into any transactions with the Domestic Company. 2.9. During the term of the Equity Pledge, the Pledgor shall deliver to the Pledgee’s custody the original capital contribution certificate for the Pledged Equity and the original equityholders’ register (if any) containing the Equity Pledge within five business days from the execution of this Agreement or from the completion of any re-registration of shareholding if the percentage of equity interests changes (in such case, the Pledgor shall deliver to the Pledgee’s custody the updated original capital contribution certificates for the Pledged Equity and the updated original equityholders’ register (if any) containing the Equity Pledge). The Pledgee shall take custody of such original documents during the entire term of this Agreement. 2.10. The Pledgee shall have the right to collect dividends or any other distribution paid with respect to the Pledged Equity during the term of this Agreement.

  • Continuous Pledge Subject to Section 2.4, the Pledgor will, at all times, keep pledged to the Lender pursuant hereto all Pledged Shares and all other shares of capital stock constituting Collateral, all Dividends and Distributions with respect thereto, and all other Collateral and other securities, instruments, proceeds, and rights from time to time received by or distributable to the Pledgor in respect of any Collateral.

  • No Pledge This Agreement shall not be deemed to represent a pledge of any interest in the Mortgage Loan by the Noteholders. Except as otherwise provided in this Agreement and the Servicing Agreement, no Non-Lead Noteholder shall have any interest in any property taken as security for the Mortgage Loan, provided, however, that if any such property or the proceeds of any sale, lease or other disposition thereof shall be received, then each Non-Lead Noteholder shall be entitled to receive its share of such application in accordance with the terms of this Agreement and/or the Servicing Agreement.

  • Assignments and Transfers by Investors The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their respective successors and assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons its rights hereunder in connection with the transfer of Registrable Securities by such Investor to such person, provided that such Investor complies with all laws applicable thereto and provides written notice of assignment to the Company promptly after such assignment is effected.

  • Certain Pledges Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.